Laura A Mcintosh

May 28, 2009 | New York Law Journal

David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm, write: In today's challenging environment of market fluctuations and shaky investor confidence, issuing earnings guidance can amount to playing a dangerous game. It may be more sensible, from the perspectives of both short-term stock price stability and long-term enterprise value, for companies to focus on communicating with investors and analysts by providing more detailed information regarding performance, strategy, sustainability, risks, key developments, and other long-term variables and value drivers.

By David A. Katz and Laura A. McIntosh

17 minute read

May 22, 2008 | New York Law Journal

David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm, write that the advance notice bylaw, a corporate housekeeping tool with potentially powerful effects, has come under the spotlight in several recent Delaware cases. These cases provide sobering reminders of the importance of the advance notice bylaw itself as well as the need for careful drafting.

By David A. Katz and Laura A. McIntosh

15 minute read

March 24, 2005 | New York Law Journal

David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm, write that the majority election of directors is one of the most significant issues of the 2005 proxy season. The idea gained momentum after the SEC apparently decided to postpone indefinitely any action on its proposed proxy access rule.

By David A. Katz and Laura A. McIntosh

16 minute read

June 03, 2005 | Law.com

Recent SEC settlements with General Electric and Tyson Foods and the recent Delaware lawsuit involving Abercrombie & Fitch have drawn public attention to the details of executive compensation and the quality and significance of company disclosure. Attorneys David A. Katz and Laura A. McIntosh highlight some of the lessons to be learned from recent examples and offer suggestions to directors for best practices going forward.

By David A. Katz and Laura A. McIntosh

15 minute read

July 28, 2011 | New York Law Journal

David A. Katz and Laura A. McIntosh of Wachtell, Lipton, Rosen & Katz discuss the latest attempt by shareholder activists to extend corporate governance requirements to cover political spending by corporations, writing: In our view, the Shareholder Protection Act, designed as a legislative end-run around the Supreme Court's Citizens United decision, would preempt state law and negatively affect corporations, corporate governance, and ultimately shareholders as well.

By David A. Katz and Laura A. McIntosh

9 minute read

June 01, 2009 | Corporate Counsel

Over the past few years, an increasing number of U.S. public companies have discontinued or modified the practice of issuing quarterly earnings-per-share guidance and, in the current financial crisis, this trend has accelerated. Attorneys David A. Katz and Laura A. McIntosh examine the implications of the movement away from quarterly EPS guidance in favor of annual forecasts or individualized programs of disclosure.

By David A. Katz and Laura A. McIntosh

17 minute read

January 27, 2011 | New York Law Journal

In their Corporate Governance Update, David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm, write that as proxy season approaches with mandatory non-binding say-on-pay votes on the ballot and continued focus by corporate governance activists on executive compensation, communication issues with investors, especially large stockholders, are taking on increased importance.

By David A. Katz and Laura A. McIntosh

11 minute read

July 23, 2009 | New York Law Journal

David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura McIntosh, a consulting attorney for the firm, write: In recent weeks, regulators and lawmakers have proposed a dizzying array of reforms that, if implemented, would exacerbate short-termism, undercut directorial discretion, further empower shareholder activists, and impose unnecessary and potentially costly burdens on public companies.

By David A. Katz and Laura A. McIntosh

24 minute read

November 30, 2007 | Corporate Counsel

ISS Governance Services recently updated its United States, Canadian, United Kingdom and international proxy voting policies for the 2008 proxy season. Attorneys David A. Katz and Laura A. McIntosh say the changes generally seek to limit the power of directors to exercise their supervisory role prescribed by state law and to pressure directors to defer to the will of stockholders on numerous issues. They predict the updated policies will drive a wedge further between directors and stockholders.

By David A. Katz and Laura A. McIntosh

14 minute read

September 22, 2005 | New York Law Journal

David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm, write that early data from the 2005 proxy season shows that shareholder activism was less widespread than in recent years and concentrated mainly on executive compensation and the majority election of directors. Evidence suggests that management is responding to investors' concerns, shareholders are accepting management compromises, and all parties are benefiting from a better relationship.

By David A. Katz and Laura A. McIntosh

12 minute read